Date: 11/21/2019
Event start time: 8:00 AM
Event end time: 5:00 PM
Category: Seminar
Price: Members - $695; Non-Members $895
Register

This full-day seminar provides Investor Relations Officers, General Counsels, Disclosure Committee members and others with practical securities law knowledge necessary for success in today’s rapidly evolving financial disclosure and corporate governance environment. Led by securities law, disclosure and governance experts from Cleary Gottlieb, this seminar provides a comprehensive grounding in regulations and court decisions that impact financial disclosure, governance and related issues. Attendees will also work through interactive problem solving around hot-topic issues including social media, ESG, M&A and shareholder activism.

Team discounts are available for multiple attendees from the same company. Contact NIRI for more information at professionaldevelopment@niri.org.
 
IRC® credential holders can earn up to 3 professional development units (PDUs). Learn more at https://www.niri.org/certification.
 
Who Should Attend
 

  • Investor Relations Officers
  • Investor Relations Counselors
  • Corporate Counsel
  • Disclosure Committee Teams
  • Financial Disclosure Professionals

High Level Agenda
  • Welcome and Orientation​

  • Introduction to Regulatory Compliance Concepts
    • The Liability Regime | Insider Trading and Blackouts | Materiality | Disclosure Controls and Procedures

  • Earnings and Finance (Part I)
    • Interactive Session: Hypothetical Case #1 | Overview of Basic Reporting Requirements | Regulation FD and Social Media
       
  • Networking Lunch

  • Earnings and Finance (Part II)
    • Earnings Guidance and Forward-Looking Statements | Financial Statements and Non-GAAP Financial Measures
       
  • The Annual Meeting & Proxy Issues
    • Interactive Session: Hypothetical Case #2 | ESG Developments | The Purposes of a Corporation | Overview of Proxy Disclosure  | Concentration of Ownership and Passive Investment | Proxy Advisory Firms and Recent Guidance
       
  • Mergers & Aquisitions
    • Interactive Session: Hypothetical Case #3 |  The Anatomy of a Takeover | 13D | Delaware Corporate and Fiduciary Law | Merger Proxies and Tender Offers 
 

*This seminar is part of NIRI Midwest

NIRI Midwest

 

Thank You to our NIRI Midwest Sponsor:

NIRI Midwest - November 18 - 22 (Chicago, IL)

The new NIRI Midwest is a week-long program of seminars and wsorkshops in the heart of Chicago that provides a breadth and depth of education designed to meet the needs of professionals across the experience spectrum. Whether you're relatively new to investor relations or are an experienced IRO, NIRI Midwest offers programs to bring you up to speed quickly on hot topics and fill knowledge gaps. NIRI Midwest programs are led by subject matter experts, and include:
  • Finance Essentials (2 Days)
  • Demystifying ESG Investing, Disclosure and Rankings
  • Corporate Disclosure and Regulatory Compliance
  • Creating Compelling Investor Presentations
Learn More
 


Speaker(s):

Arthur Kohn

Arthur Kohn

Partner, Cleary Gottlieb

Arthur H. Kohn is a partner at Cleary Gottlieb, where he focuses on compensation and benefits matters, including executive compensation, pension compliance and investment, employment law and related matters. Arthur advises numerous public companies and their boards of directors concerning compensation and governance matters, including American Express, Honeywell, McDonald’s, Starbucks, Tempur Sealy and Tronox, among others.
 
Arthur regularly speaks and writes on compensation and governance matters, including numerous presentations at The Conference Board’s Governance Watch series and at Skytop Strategies, American Law Institute, American Bar Association, Practicing Law Institute, NY City Bar Association and Equilar conferences. He is currently an adjunct faculty member at the New York University School of Law teaching a course on the Taxation of Executive Compensation, and is a board member of the John L. Weinberg Center for Corporate Governance at the University of Delaware, home of the Investor Stewardship Group (ISG)’s Investor Stewardship and Governance Principles.   
 
Arthur was named to the Legal 500 US “Hall of Fame” in 2018 and 2019, is perennially ranked Band 1 by Chambers USA, and was named New York Employee benefits (ERISA) “Lawyer of the Year” in 2014 by Best Lawyers in America. Arthur received a J.D. from Columbia Law School and a B.A. from Columbia University in 1986.


Pamela Marcogliese

Pamela Marcogliese

Partner, Cleary Gottlieb

Pamela L. Marcogliese is a partner at Cleary Gottlieb, where she concentrates her work in the Capital Markets, Corporate Governance, Cybersecurity and Privacy, and FinTech practice groups.
 
Pamela’s practice focuses on corporate transactions, particularly capital markets, and a range of corporate governance matters. She has worked on multiple, high-profile initial public offerings, including for: Pinterest, Sabre, Allison Transmission and Nationstar Mortgage Holdings. She frequently works on all types of equity and debt transactions for clients across the technology, financial, retail, insurance and healthcare industries, among others.
 
Additionally, Pamela has deep experience in corporate governance matters advising U.S. and non-U.S. issuers on disclosure and corporate governance matters. Highlights include Google’s extremely complicated corporate reorganization that involved the insertion of a new publicly traded holding company, Alphabet Inc., as the parent of Google and several of Google's other divisions.
 
She regularly advises boards of directors and management on a variety of topics, including disclosure and compliance matters; stock exchange listing requirements; board composition and director independence; shareholder engagement and activism; shareholder proposals and proxy season trends; management and director succession planning; and environmental, social and governance (ESG) issues.


Stephanie Edel

Stephanie Edel

Associate, Cleary Gottlieb

Stephanie W. Edel is an associate at Cleary Gottlieb, where she focuses on executive compensation and employee benefits matters. Her recent highlights include advising Google on employee benefits matters in connection with its $2.6 billion acquisition of Looker, advising Agilent on employee benefits matters in connection with its $1.65 billion acquisition of BioTek and advising Honeywell on executive compensation and benefits matters in connection with its spin-off of Resideo Technologies and Garrett Motion.

Stephanie was part of the Cleary team that was awarded the Capital Markets Deal of the Year award at International Tax Review’s Americas Tax Awards 2018. She advised the Mexican Ministry of Communications and Transportation and its subsidiaries on ERISA-related matters in connection to a $1.5 billion offering to finance construction of the new Mexico City International Airport.

Stephanie received a J.D. from Fordham University School of Law, a M.S. from Boston University, and a B.A. from University of Georgia. Prior to law school, Stephanie worked in government affairs for AIG.


Neil Markel

Neil Markel

Counsel, Cleary Gottlieb

Neil R. Markel is counsel at Cleary Gottlieb, where he focuses on public and private merger and acquisition transactions, corporate governance, and shareholder activism. Highlights this year include advising ESL Investments in its $5.2 billion acquisition of the assets of Sears out of bankruptcy and its acquisition of Sears Hometown and Outlet Stores and Ecology and Environment in its sale to WSP Global.

Neil regularly provides advice regarding the fiduciary duties of officers and directors to corporations and their boards, and he also regularly represents private equity funds and their portfolio companies in merger and acquisition transactions and major investment banking firms acting as financial advisors to acquirors and target companies.

Neil received a J.D. from the New York University School of Law and a B.A. from New York University, College of Arts and Science.


Caroline Hayday

Caroline Hayday

Counsel, Cleary Gottlieb

Caroline F. Hayday is counsel at Cleary Gottlieb, where she focuses on executive compensation and benefits matters. Her practice includes executive compensation, employment law and related matters, the executive compensation and benefits aspects of mergers and acquisitions, particularly relating to private equity portfolio companies and transactions, and equity and equity-based compensation and incentive arrangements and their implementation generally. Highlights include ESL Investments in its $5.2 billion acquisition of the assets of Sears out of bankruptcy and its acquisition of Sears Hometown and Outlet Stores and GiVi Holding (the Versace Family holding company of Gianni Versace S.p.A.) and Donatella Versace in the $2.13 billion sale of Versace to Michael Kors Holding.

Caroline regularly advises on annual and periodic disclosure obligations related to compensation arrangements, including in connection with the preparation of compensation-related annual proxy disclosure.

Caroline continues to be a thought leader in her field, and recently co-authored alerts such as “Shut Up! (Someone Is Actually Suing on the Basis on Non-Disparagement Clause)” (republished by The Columbia Law School Blue Sky Blog), and the six-part series with PwC on executive compensation with Arthur Kohn (Partner, New York). Caroline sits on the firm’s Pro Bono Committee.

Caroline received a J.D. from Boston University School of Law, a M.P.H. from Boston University, and a B.A. from Wellesley College.